How Your Series LLC Does Business in Other States


When it comes to registering your Series LLC to do business in another state, also called foreign registration, or cross-registration, you will face some challenges that other LLCs and business structures don’t. That’s due to the unique nature of your Series LLC structure. But don’t worry. There’s always a way – you just need to get creative.

The problem you face is that a Cell in a Series LLC won’t be recognized by another state as a separate entity. You can’t get a Certificate of Good Standing for a Cell, for example, and that’s one of the things you’ll need for most cross-registration filings.. That’s not surprising. Remember, you also don’t register the Cells anywhere, unless your Series LLC was formed in Illinois (in which case you do register the Cells). So if a state doesn’t know your Cell exists, they can’t judge whether it’s in good standing or not.

So, you’re left with registering the Parent LLC into another state instead. But now you have another challenge of the name. You aren’t using Butterfly Holdings LLC in Florida, for example to hold that new condo you picked up. Instead, you’re using Butterfly Holdings, LLC – Monarch Series to hold that property. What do you do?

There are a couple of options. First, you could register Butterfly Holdings LLC into Florida and then immediately file a DBA, or fictitious business name registration, confirming that the LLC will do business in Florida as Butterfly Holdings LLC – Monarch Series. Or, you could register the LLC into Florida as Butterfly Holdings, LLC, which will do business in Florida as Monarch Series LLC. Either way, your registration will be in place and you’ll have the legal protection you need to protect your interests in Florida.

There are many variables when you’re structuring a business. That’s why it’s hard to go through a quick-service website. Unless you talk to someone who’s got some knowledge and experience on both the tax and the legal side, it’s hard to know what you don’t know. And that can leave you vulnerable.

Got questions? Contact us! We’re here for you.

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